0001193125-06-056068 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 16th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of , 2006 between Targacept, Inc., a Delaware corporation (the “Company”), and , a director, officer or member of the executive committee of the Company (“Indemnitee”).

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TARGACEPT, INC. Nonqualified Stock Option Agreement (Nonemployee Directors)
Nonqualified Stock Option Agreement • March 16th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, between TARGACEPT, INC., a Delaware corporation (the “Corporation”), and the individual identified on Schedule A attached hereto, a Nonemployee Director of the Corporation or an Affiliate (the “Participant”);

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TARGACEPT, INC. Incentive Stock Option Agreement (Employees)
Incentive Stock Option Agreement • March 16th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, between TARGACEPT, INC., a Delaware corporation (the “Corporation”), and the individual identified on Schedule A attached hereto, an Employee of the Corporation or an Affiliate (the “Participant”);

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TARGACEPT, INC. Nonqualified Stock Option Agreement (Employees)
Nonqualified Stock Option Agreement • March 16th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, between TARGACEPT, INC., a Delaware corporation (the “Corporation”), and the individual identified on Schedule A attached hereto, an Employee of the Corporation or an Affiliate (the “Participant”);

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TARGACEPT, INC. Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 16th, 2006 • Targacept Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), made the day of , (as defined below, the “Grant Date”), between TARGACEPT, INC. a Delaware corporation (the “Corporation”), and , an Employee of, or individual in service to, the Corporation or an Affiliate (the “Participant”);

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Shares TARGACEPT, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • March 16th, 2006 • Targacept Inc • Pharmaceutical preparations • New York
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